Company Meetings and Resolutions

Law, Practice, and Procedure

Leslie Kosmin QC and Catherine Roberts

The only work exclusively dedicated to the law, practice and procedure of meetings and resolutions of public and private companies

The work provides the most detailed analysis available

Includes a section-by-section commentary of the Companies Act 2006, Part 13 on meetings and resolution

Detailed exposition of problem areas such as the format of meetings, drafting and amendments to resolutions, who can attend meetings and who can appoint a proxy

Provides a complete reference work for company law specialists advising on and attending company meetings of shareholders and directors

Written by leading specialists in company law

New chapter dealing article by article with the 2006 Model Articles for private limited companies and public companies

Coverage of the Companies (Shareholders Rights) Regulations 2009 and the changes that this statutory instrument makes to Part 13 of the CA 2006

Includes more relevant Commonwealth authorities for further illustration of difficult and interesting points of law

Company Meetings and Resolutions

Law, Practice, and Procedure

Second Edition

Leslie Kosmin QC and Catherine Roberts

Description

This new edition is the only work solely dedicated to the law of company meetings of solvent public and private companies. The new edition is written by an author team of great authority who have specialized in Company Law throughout their careers.

The second edition brings the analysis of the law on company meetings and resolutions up to date following the coming into force of all provisions under the Companies Act 2006 (CA 06). This includes in particular the amendments made to existing legislation by the Companies (Shareholders Rights) Regulations 2009 concerning the expanded rights of shareholders in relation to meetings of traded companies. Since the publication of the first edition there have been seventeen new legislative provisions inserted into CA
06, Pt 13 which are now analysed in the text. In addition, a new chapter has been included to provide analysis and interpretation on the final version of the 2006 Model Articles.

Although the work is mainly organized by topic (e.g. written resolutions of private companies, notice of meetings, circulas, quorum, proxies, and corporate representatives, the role of the chairman, minutes), a section-by-section commentary is included together with the text of CA 06, Pt 13, the part of the CA 06 which relates specifically to the law of company meetings and resolutions. The inclusion of this section provides readers with very detailed interpretation of the meaning of the legislation making the book a comprehensive and invaluable reference source.

This book is the leading
authority on the law of company meetings and resolutions and all practitioners advising on this topic will find this an invaluable tool for desk research as well as a handy companion at company meetings.

Company Meetings and Resolutions

Law, Practice, and Procedure

Second Edition

Leslie Kosmin QC and Catherine Roberts

Table of Contents

Part I - Meetings of Members 1. The Concept of a Meeting and Quorum2. Notice of Meetings of Members3. Circulars to Members and Members' Statements4. The Annual General Meeting5. Meetings Requested by Members6. Meeting of Members Ordered by the Court7. The Role of the Chairman8. Proxies and Corporate Representatives9. Voting10. Exercise of Members' Rights11. Resolutions and Amendments12. Adjournment13. Class Meetings and Class Consents14. Meetings for the Purpose of Schemes of Arrangement15. Written Resolutions of Private Companies16. Minutes of General Meetings and Decisions of Members17. The Company Communication Provisions including Electronic CommunicationsPart II -Meetings of Directors 18. Introduction to Directors' Meetings and Directors' Duties19. Notice, Agenda, and Quorum for Meetings of Directors20. The Role of the Chairman at the Meetings of Directors21. Minutes of Meetings of DirectorsPart III - Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361 22. Commentary on the Provisions of the Companies Act 2006, Part 13, Sections 281 to 361Part IV - Annotation of 1985 Table A Regulations relating to Meetings of Members and Proceedings of Directors 23. Annotation of 1985 Table A Regulations relating to Meetings of Members and Proceedings of Directors24. Text of and Commentary on New Model Articles for Public and Private Companies

Company Meetings and Resolutions

Law, Practice, and Procedure

Second Edition

Leslie Kosmin QC and Catherine Roberts

Author Information

Leslie Kosmin QC has been a barrister in practice in the field of Company Law at Erskine Chambers from 1977 - 2011. He was called to the Bar in 1976 and was appointed Queen's Counsel in 1994. He is Deputy High Court Judge and Master of the Bench of the Middle Temple. He will lead the teaching of a module on company litigation as part of the Masters in Corporate Law programme in 2012-13 at the University of Cambridge Faculty of Law.

Catherine Roberts is a barrister at Erskine Chambers specialising in company law litigation and advice, corporate finance, financial services, and insolvency. She studied law at the University of Cambridge and was called to the Bar in 1986, a year after which she joined Erskine Chambers.